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                                                                   EXHIBIT 10.27

                               ATRIUM CORPORATION
                             2003 STOCK OPTION PLAN
                               (DECEMBER 10, 2003)

1.       PURPOSE.

         Atrium Corporation, a Delaware corporation (herein, together with its
successors, referred to as the "Company"), by means of this 2003 Stock Option
Plan (the "Plan"), desires to afford certain individuals and key employees of
the Company and any direct or indirect parent corporation or subsidiary
corporation thereof now existing or hereafter formed or acquired (such parent
and subsidiary corporations sometimes referred to herein as "Related Entities")
who are responsible for the continued growth of the Company an opportunity to
acquire a proprietary interest in the Company, and thus to create in such
persons an increased interest in and a greater concern for the welfare of the
Company and any Related Entities. As used in the Plan, the terms "parent
corporation" and "subsidiary corporation" shall mean, respectively, a
corporation within the definition of such terms contained in Sections 424(e) and
424(f), respectively, of the Internal Revenue Code of 1986, as amended (the
"Code").

         The stock options described in Sections 6 and 7 (the "Options"), and
the shares of Common Stock (as hereinafter defined) acquired pursuant to the
exercise of such Options are a matter of separate inducement and are not in lieu
of any salary or other compensation for services. To the extent that, with
respect to any optionee hereunder, the terms and provisions set forth in this
Plan conflict with or are inconsistent with any terms or provisions set forth in
any applicable Option Agreement, Employment Agreement or Buy-Sell Agreement
entered into by and between the Company and such optionee, then, unless
specifically stated otherwise in this Plan, the terms and provisions of such
Option Agreement, Employment Agreement or Buy-Sell Agreement shall control.

2.       ADMINISTRATION.

         The Plan shall be administered by a committee, or any successor
thereto, of the Board of Directors of the Company (the "Board of Directors"), or
by any other committee appointed by the Board of Directors to administer this
Plan (the "Committee"); PROVIDED, the entire Board of Directors may act as the
Committee if it chooses to do so. Unless otherwise directed by the Board of
Directors, the Compensation Committee of the Board of Directors shall serve as
the Committee. The number of individuals that shall constitute the Committee
shall be determined from time to time by a majority of all the members of the
Board of Directors in accordance with the provisions of the Company's By-Laws
and the provisions of Section 5.9 of the LLC Agreement and/or the provisions of
the Stockholders Agreement.

         Subject to the provisions of Sections 5.2 and 5.9 of the LLC Agreement
and/or the provisions of the Stockholders Agreement, the members of the
Committee shall serve at the pleasure of the Board of Directors, which shall
have the power, at any time and from time to time, to remove members from or add
members to the Committee. Removal from the Committee may be with or without
cause but may only be effected in accordance with the provisions of Section 5.3
of the LLC Agreement and/or the provisions of the Stockholders Agreement. Any
individual serving as a member of the Committee shall have the right to resign


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from membership in the Committee by written notice to the Board of Directors.
The Board of Directors, and not the remaining members of the Committee, shall
have the power and authority to fill vacancies on the Committee, however caused,
subject to the provisions of Sections 5.2 and 5.9 of the LLC Agreement and/or
the provisions of the Stockholders Agreement.

3.       SHARES AVAILABLE.

         Subject to the adjustments provided in Section 10, the maximum
aggregate number of shares of common stock, par value $0.01 per share, of the
Company ("Common Stock") which may be issued or used for reference purposes
under this Plan or with respect to which awards may be granted under this Plan
shall not exceed 14,000 shares of Common Stock, which may be either authorized
and unissued Common Stock or Common Stock held in or acquired for the treasury
of the Company or both. If any Option granted under this Plan expires,
terminates or is canceled for any reason without having been exercised in full
or the Company repurchases any Option, the number of shares of Common Stock
underlying such unexercised or repurchased Option shall again be available for
the purposes of Options under this Plan. In addition, in determining the number
of shares of Common Stock available for awards, if the number of shares of
Common Stock otherwise deliverable upon exercise of a Option has been reduced
for payment of the exercise price or (to the extent consistent with treatment of
incentive stock options as such) withholding taxes, the number of shares
available for purposes of awards under this Plan shall be increased to the
extent of such reduction.

4.       ELIGIBILITY AND BASES OF PARTICIPATION.

         Grants of Incentive Options and Non-Qualified Options (as hereinafter
defined) may be made under the Plan, subject to and in accordance with Section 6
to Key Employees. As used herein, the term "Key Employee" shall mean any
employee of the Company or any Related Entity, including officers and directors
of the Company or any Related Entity who are also employees of the Company or
any Related Entity, who is regularly employed on a salaried basis and who is so
employed on the date of such grant, whom the Committee identifies as having a
direct and significant effect on the performance of the Company or any Related
Entity.

         Grants of Non-Qualified Options may be made, subject to and in
accordance with Section 7 to any Eligible Non-Employee. As used herein, the term
"Eligible Non-Employee" shall mean any person or entity of any nature
whatsoever, specifically including an individual, a firm, a company, a
corporation, a partnership, a trust, or other entity (collectively, a "Person"),
that the Committee designates as eligible for a grant of Options pursuant to
this Plan because such Person performs bona fide consulting, advisory, or other
services for the Company or any Related Entity (other than services in
connection with the offer or sale of securities in a capital-raising
transaction) and the Board of Directors or the Committee determines that the
Person has a direct and significant effect on the financial development of the
Company or any Related Entity.

         The adoption of this Plan shall not be deemed to give any Person a
right to be granted any Options.


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5.       AUTHORITY OF COMMITTEE.

         Subject to and not inconsistent with the express provisions of this
Plan and the LLC Agreement and Stockholders Agreement, the Committee shall have
plenary authority, in its sole discretion, to:

         (a)   determine the Key Employees and Eligible Non-Employees to whom
               Options shall be granted, the time when such Options shall be
               granted, the number of shares covered by such Options, the
               purchase price or exercise price under each such Option, the
               period(s) during which such Options shall be exercisable, the
               restrictions to be applicable to Options and all other terms and
               provisions thereof (which need not be identical);

         (b)   require, if determined necessary or appropriate by the Committee
               in order to comply with Rule 16b-3, as a condition to the
               granting of any Option, that the Person receiving such Option
               agree not to sell or otherwise dispose of such Option, any Common
               Stock acquired pursuant to such Option, or any other "derivative
               security" (as defined by Rule 16a-l(c) under the Exchange Act)
               for a period of six months following the later of the date of the
               grant of such Option or (ii) the date when the exercise price of
               such Option is fixed if such exercise price is not fixed at the
               date of grant of such Option, or for such other period as the
               Committee may determine;

         (c)   provide an arrangement through registered broker-dealers whereby
               temporary financing may be made available to an optionee by the
               broker-dealer, under the rules and regulations of the Board of
               Governors of the Federal Reserve, for the purpose of assisting
               the optionee in the exercise of an Option, such authority to
               include the payment by the Company of the commissions of the
               broker-dealer;

         (d)   establish procedures for an optionee (i) to have withheld from
               the total number of shares of Common Stock to be acquired upon
               the exercise of an Option that number of shares having a Fair
               Market Value which, together with such cash as shall be paid in
               respect of fractional shares, shall equal the aggregate exercise
               price under such Option for the number of shares then being
               acquired (including the shares to be so withheld), and (ii) to
               exercise a portion of an Option by delivering that number of
               shares of Common Stock already owned by such optionee having an
               aggregate Fair Market Value which shall equal the partial Option
               exercise price and to deliver the shares thus acquired by such
               optionee in payment of shares to be received pursuant to the
               exercise of additional portions of such Option, the effect of
               which shall be that such optionee can in sequence utilize such
               newly acquired shares in payment of the exercise price of the
               entire Option, together with such cash as shall be paid in
               respect of fractional shares;

         (e)   establish (in accordance with Section 15 or otherwise) a
               procedure whereby a number of shares of Common Stock or other
               securities may be withheld from the total number of shares of
               Common Stock or other securities to be issued upon exercise of an
               Option to meet the obligation of withholding for income, social



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               security and other taxes incurred by an optionee upon such
               exercise or required to be withheld by the Company or a Related
               Entity in connection with such exercise;

         (f)   prescribe, amend, modify and rescind rules and regulations
               relating to the Plan; and

         (g)   make all determinations permitted or deemed necessary,
               appropriate or advisable for the administration of the Plan,
               interpret any Plan or Option provision, perform all other acts,
               exercise all other powers, and establish any other procedures
               determined by the Committee to be necessary, appropriate, or
               advisable in administering the Plan or for the conduct of the
               Committee's business. Any act of the Committee, including
               interpretations of the provisions of the Plan or any Option and
               determinations under the Plan or any Option shall be final,
               conclusive and binding on all parties.

         The Committee may delegate to one or more of its members, or to one or
more agents, such administrative duties as it may deem advisable, and the
Committee or any Person to whom it has delegated duties as aforesaid may employ
one or more Persons to render advice with respect to any responsibility the
Committee or such Person may have under the Plan. The Committee may employ
attorneys, consultants, accountants, or other Persons and the Committee, the
Company, and its officers and directors shall be entitled to rely upon the
advice, opinions, or valuations of any such Persons. No member or agent of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan and all members and
agents of the Committee shall be fully protected by the Company in respect of
any such action, determination or interpretation.

6.       STOCK OPTIONS FOR KEY EMPLOYEES.

         Subject to the express provisions of this Plan, the Committee shall
have the authority to grant incentive stock options pursuant to Section 422 of
the Code ("Incentive Options"), to grant non-qualified stock options (options
which do not qualify under Section 422 of the Code) ("Non-Qualified Options"),
and to grant both types of Options to Key Employees. No Incentive Option shall
be granted pursuant to this Plan after the earlier of ten years from the date of
adoption of the Plan or ten years from the date of approval of the Plan by the
stockholders of the Company. Notwithstanding anything in this Plan to the
contrary, Incentive Options may be granted only to Key Employees. The terms and
conditions of the Options granted under this Section 6 shall be determined from
time to time by the Committee; PROVIDED, HOWEVER, that the Options granted under
this Section 6 shall be subject to all terms and provisions of the Plan (other
than Section 7), including the following:

         (a)   OPTION EXERCISE PRICE. Subject to Section 4, the Committee shall
               establish the Option exercise price at the time any Option is
               granted at such amount as the Committee shall determine;
               PROVIDED, that in the case of an Incentive Option, the exercise
               price shall not be less than the Fair Market Value of the Common
               Stock at the date the Option is granted; PROVIDED, FURTHER, that
               in the case of an Incentive Option granted to a person who, at
               the time such Incentive Option is granted, owns shares of the
               Company or any Related Entity which possess more


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               than 10% of the total combined voting power of all classes of
               shares of the Company or of any Related Entity, the option
               exercise price shall not be less than 110% of the Fair Market
               Value per share of Common Stock, at the date the Option is
               granted. The Option exercise price shall be subject to adjustment
               in accordance with the provisions of Section 10 of the Plan.

         (b)   PAYMENT. The price per share of Common Stock with respect to each
               Option exercise shall be payable at the time of such exercise.
               Such price shall be payable in cash or by any other means
               acceptable to the Committee, including delivery to the Company of
               shares of Common Stock owned by the optionee or by the delivery
               or withholding of shares pursuant to a procedure established
               pursuant to Section 5(d) of the Plan. Shares delivered to or
               withheld by the Company in payment of the Option exercise price
               shall be valued at the Fair Market Value of the Common Stock as
               of the close of business on the day preceding the date of the
               exercise of the Option.

         (c)   EXERCISABILITY OF STOCK OPTION. Subject to Section 8, each Option
               shall be exercisable in one or more installments as the Committee
               may determine at the time of the grant. The Committee shall have
               the authority to set a schedule for vesting of each Option in its
               discretion and may condition vesting on such criteria as it shall
               deem appropriate. No Option by its terms shall be exercisable
               after the expiration of ten years from the date of grant of the
               Option, unless, as to any Non-Qualified Option, otherwise
               expressly provided in any applicable Option Agreement or Buy-Sell
               Agreement or earlier terminated, PROVIDED, HOWEVER, that no
               Incentive Option granted to a Person who, at the time such Option
               is granted, owns stock of the Company, or any Related Entity,
               possessing more than 10% of the total combined voting power of
               all classes of stock of the Company, or any Related Entity, shall
               be exercisable after the expiration of five years from the date
               such Option is granted. Any Option granted hereunder will be
               subject to a Buy-Sell Agreement only if expressly agreed to in
               writing by the Committee and the optionee.

         (d)   DEATH. If any optionee's employment with the Company or a Related
               Entity terminates due to the death of such optionee, the estate
               of such optionee, or a Person who acquired the right to exercise
               such Option by bequest or inheritance or by reason of the death
               of the optionee, shall have the right to exercise the vested
               portion of such Option (and, if directed by the Committee at the
               date of grant, all or any part of the unvested portion) in
               accordance with its terms at any time and from time to time
               within 180 days after the date of death (provided the option does
               not, by its terms, expire earlier) unless a longer period is
               expressly provided in any applicable Option Agreement, Employment
               Agreement or Buy-Sell Agreement or a shorter period is
               established by the Committee pursuant to Section 8 (but in no
               event after the expiration date of such Option).

         (e)   DISABILITY. If the employment of any optionee terminates because
               of his Disability (as defined in Section 20), such optionee or
               his legal representative shall have the right to exercise the
               vested portion of such Option (and, if directed


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               by the Committee at the date of grant, all or any part of the
               unvested portion) in accordance with its terms at any time and
               from time to time within 180 days after the date of such
               termination (provided the option does not, by its terms, expire
               earlier) unless a longer period is expressly provided in any
               applicable Option Agreement, Employment Agreement or Buy-Sell
               Agreement or a shorter period is established by the Committee
               pursuant to Section 8 (but not after the expiration date of the
               Option); PROVIDED, HOWEVER, that in the case of an Incentive
               Option, the optionee or his legal representative shall in any
               event be required to exercise the Incentive Option within one
               year after termination of the optionee's employment due to his
               Disability.

         (f)   FORFEIT OF UNVESTED OPTIONS ON TERMINATION FOR CAUSE OR VOLUNTARY
               TERMINATION. Unless an optionee's Option Agreement, Employment
               Agreement or Buy-Sell Agreement expressly provides otherwise,
               such optionee shall immediately forfeit all rights with respect
               to any unvested portion of his Option (i) if the employment of
               such optionee with the Company or a Related Entity is terminated
               by the Company or any Related Entity for Good Cause (as defined
               below) or (ii) if such optionee voluntarily terminates employment
               (including as a result of an Optionee Non-Renewal) other than (w)
               for Good Reason, (x) a Company Non-Renewal, (y) Retirement, or
               (z) for any reason specified in subsection 6(d) and (e) above.
               The determination that there exists Good Cause for termination
               shall be made by the Committee (unless otherwise agreed to in
               writing by the Company and the optionee). Any vested option will
               be exercisable for the period specified in Section 6(g) below.

         (g)   OTHER TERMINATION OF EMPLOYMENT. If the employment of an optionee
               with the Company or a Related Entity terminates for any reason
               other than those specified in subsections 6(d), (e) or (f) above,
               including, without limitation, Retirement, termination by the
               Company without Good Cause or by the optionee with Good Reason or
               as a result of a Company Non-Renewal or Optionee Non-Renewal,
               such optionee shall have the right to exercise the vested portion
               of his Option (and, in case the of termination without Good Cause
               or with Good Reason, if directed by the Committee at the date of
               grant all or any part of the unvested portion) in accordance with
               its terms within 30 days after the date of such termination,
               unless a longer period is expressly provided in any applicable
               Option Agreement, Employment Agreement or Buy-Sell Agreement or a
               shorter period is established by the Committee pursuant to
               Section 8 (but not after the expiration date of the Option).

7.       STOCK OPTION GRANTS TO ELIGIBLE NON-EMPLOYEES.

         Subject to the express provisions of this Plan, the Committee shall
have the authority to grant Non-Qualified Options to Eligible Non-Employees. The
terms and conditions of the Options granted under this Section 7 shall be
determined from time to time by the Committee; PROVIDED, HOWEVER, that the
Options granted under this Section 7 shall be subject to all terms and
provisions of the Plan (other than Section 6), including the following:


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         (a)   OPTION EXERCISE PRICE. Subject to Section 4, the Committee shall
               establish the Option exercise price at the time any Non-Qualified
               Option is granted at such amount, as the Committee shall
               determine. The Option exercise price shall be subject to
               adjustment in accordance with the provisions of Section 10 of the
               Plan.

         (b)   PAYMENT. The price per share of Common Stock with respect to each
               Option exercise shall be payable at the time of such exercise.
               Such price shall be payable in cash or by any other means
               acceptable to the Committee, including delivery to the Company of
               shares of Common Stock owned by the optionee or by the delivery
               or withholding of shares pursuant to a procedure established
               pursuant to Section 5(d) of the Plan. Shares delivered to or
               withheld by the Company in payment of the Option exercise price
               shall be valued at the Fair Market Value of the Common Stock as
               of the close of business on the day preceding the date of the
               exercise of the Option.

         (c)   EXERCISABILITY OF STOCK OPTION. Subject to Section 8, each Option
               shall be exercisable in one or more installments as the Committee
               may determine at the time of the grant. The Committee shall have
               the authority to set a schedule for vesting of each Option in its
               discretion and may condition vesting on such criteria as it shall
               deem appropriate. No Option shall be exercisable after the
               expiration of ten years from the date of grant of the Option,
               unless otherwise expressly provided in any applicable Option
               Agreement or Buy-Sell Agreement or earlier terminated. Any option
               granted hereunder will be subject to a Buy-Sell Agreement only if
               expressly agreed to in writing by the Committee and the Optionee.

         (d)   DEATH. If the retention by the Company or any Related Entity of
               the services of any Eligible Non-Employee terminates because of
               his death, the estate of such optionee, or a Person who acquired
               the right to exercise such Option by bequest or inheritance or by
               reason of the death of the optionee, shall have the right to
               exercise the vested portion of such Option (and, if directed by
               the Committee at the date of grant, all or any part of the
               unvested portion) in accordance with its terms, at any time and
               from time to time within 180 days after the date of death
               (provided the option does not, by its terms, expire earlier)
               unless a longer period is expressly provided in any applicable
               Option Agreement or Buy-Sell Agreement or a shorter period is
               established by the Committee pursuant to Section 8 (but in no
               event after the expiration date of such Option).

         (e)   DISABILITY. If the retention by the Company or any Related Entity
               of the services of any Eligible Non-Employee terminates because
               of his Disability, such optionee or his legal representative
               shall have the right to exercise the vested portion of such
               Option (and, if directed by the Committee at the date of grant,
               all or any part of the unvested portion) in accordance with its
               terms at any time and from time to time within 180 days after the
               date of the optionee's termination (provided the option does not,
               by its terms, expire earlier) unless a longer period is expressly
               provided in any applicable Option Agreement or Buy-Sell Agreement


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               or a shorter period is established by the Committee pursuant to
               Section 8 (but not after the expiration of the Option).

         (f)   FORFEIT OF UNVESTED OPTION ON TERMINATION FOR CAUSE; VOLUNTARY
               TERMINATION. If the retention by the Company or any Related
               Entity of the services of any Eligible Non-Employee is terminated
               (i) for Good Cause, (ii) as a result of removal of the optionee
               from office as a director of the Company or of any Related Entity
               for Good Cause by action of the stockholders of the Company or
               such Related Entity in accordance with the by-laws of the Company
               or such Related Entity, as applicable, and the corporate law of
               the jurisdiction of incorporation of the Company or such Related
               Entity, or (iii) as a result of the voluntarily termination by
               optionee of optionee's service (including an Optionee
               Non-Renewal) other than (w) for Good Reason, (x) a Company
               Non-Renewal, (y) Retirement, or (z) for any reason specified in
               subsection 7(d) and (e) above, then such optionee shall
               immediately forfeit his rights under his Option with respect to
               any unvested portion. With respect to the determination that
               there exists Good Cause for termination shall be made by the
               Committee (unless otherwise agreed to in writing by the Company
               and the optionee). Any vested option shall be exercisable for the
               period specified under Section 6(g) below.

         (g)   OTHER TERMINATION OF RELATIONSHIP. If the retention by the
               Company or any Related Entity of the services of any Eligible
               Non-Employee terminates for any reason other than those specified
               in subsections 7(d), (e) or (f) above, including, without
               limitation, Retirement, or termination by the Company or any
               Related Entity without Good Cause, termination by the Optionee
               for Good Reason, or as a result of a Company Non-Renewal or
               Optionee Non-Renewal, such optionee shall have the right to
               exercise the vested portion of his or its Option in accordance
               with its terms within 30 days after the date of such termination,
               unless a longer period is expressly provided in any applicable
               Option Agreement or Buy-Sell Agreement or a shorter period is
               established by the Committee pursuant to Section 8 (but not after
               the expiration date of the Option).

         (h)   INELIGIBILITY FOR OTHER GRANTS. Any Eligible Non-Employee who
               receives an Option pursuant to this Section 7 shall, so long as
               such Eligible Non-Employee remains a Non-Employee, be ineligible
               to receive any Options under any other Section of the Plan. Any
               Eligible Non-Employee who subsequently becomes an employee of the
               Company or any Related Entity shall be eligible to be designated
               a Key Employee pursuant to Section 4 hereof.

8.       ACCELERATED VESTING.

         If a Change of Control or Sale of the Company shall occur, then all
Options outstanding under the Plan shall be automatically vested and be
exercisable in full notwithstanding the express provisions of such Options.


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9.       PURCHASE OPTION.

         (a)   Except as otherwise expressly provided in any applicable Option
               Agreement or Buy-Sell Agreement, if (i) any optionee's employment
               (or, in the case of any Option granted under Section 7, the
               optionee's relationship) with the Company or a Related Entity
               terminates for any reason at any time or (ii) a Sale of the
               Company occurs, the Company (and/or its designees) shall have the
               option (the "Purchase Option") to purchase, and the optionee (or
               the optionee's executor or the administrator of the optionee's
               estate, in the event of the optionee's death, or the optionee's
               legal representative in the event of the optionee's incapacity)
               (hereinafter, collectively with such optionee, the "Grantor")
               shall sell to the Company and/or its assignee(s), all or any
               portion of such optionee's vested Options (including, without
               limitation, any options that have vested as a result of such
               termination of employment or Sale of the Company), and if any
               such Option has been exercised, shares of Common Stock issued
               upon such exercise, held by the Grantor (such shares of Common
               Stock and vested Options collectively being referred to as the
               "Purchasable Shares"), subject to the Company's compliance with
               the conditions hereinafter set forth.

         (b)   The Company shall give notice in writing to the Grantor of the
               exercise of the Purchase Option within one (1) year following the
               date of the termination of the optionee's employment or
               engagement or within thirty (30) days prior to or one (1) year
               following such Sale of the Company. Such notice shall state the
               number of Purchasable Shares to be purchased and the
               determination of the Board of Directors of the Fair Market Value
               per share of such Purchasable Shares. The Company's Purchase
               Option shall lapse if not exercised by the Company within the
               time period specified above in accordance with the provisions
               hereof, except as otherwise provided in paragraph "e" below.

         (c)   If the Optionee's employment (or, in the case of any Option
               granted under Section 7, the Optionee's relationship) with the
               Company or any Related Entity is terminated (A) by the Company
               for any reason other than Good Cause, (B) by the Optionee for
               Good Reason, or (C) as a result of death, Disability, Retirement,
               or (D) a Company Non-Renewal, the purchase price to be paid for
               the Purchasable Shares purchased pursuant to the Purchase Option
               shall be the greater of (1)(x) in the case of any Common Stock,
               the Fair Market Value per share as of the date of the notice of
               exercise of the Purchase Option times the number of shares being
               purchased, or (y) in the case of any vested portion of any
               Option, the Fair Market Value per share times the number of
               vested shares subject to such Option, less the applicable per
               share Option exercise price, and (2)(x) in the case of any Common
               Stock, the purchase price per share paid by Optionee for such
               Common Stock times the number of shares being purchased and (y)
               in the case of any vested portion of any Option, the exercise
               price per share of the vested shares subject to such Option, less
               the applicable per share option exercise price.

               (i) If the Optionee's employment (or in the case of any Option
               granted under Section 7, the Optionee's relationship) with the
               Company or any Related Entity is


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               terminated (A) by the Company for Good Cause or (B) by the
               Optionee for any reason (including an Optionee Non-Renewal) other
               than (x) for Good Reason (y) as a result of death, Disability, or
               Retirement, or (z) as a result of a Company Non-Renewal, the
               purchase price to be paid for the Purchase Option shall be the
               lesser of (1)(x) in the case of any Common Stock, the Fair Market
               Value per share as of the date of notice of exercise of the
               Purchase Option times the number of shares being purchased, or
               (y) in the case of any vested portion of any Option, the Fair
               Market Value per share times the number of vested shares subject
               to such Option less the applicable per share Option exercise
               price, and (2)(x) in the case of any Common Stock, the purchase
               price per share paid by the Optionee for such Common Stock times
               the number of shares being purchased, and (y) in the case of any
               vested portion of any Option, the exercise price per share of the
               vested shares subject to such Option, less the applicable per
               share option exercise price.

               (ii) If the Purchase Option is being exercised by the Company in
               connection with a Sale of the Company, the Optionee shall receive
               the same consideration per share (and in the same form and at the
               same time) in respect of the Common Stock and/or vested shares
               subject to the Option as received by each other holder of Common
               Stock in connection with such Sale of the Company, less, in the
               case of any Option, the applicable per share Option exercise
               price.

         (d)   The Company shall pay the purchase price payable pursuant to
               paragraph (c) by the tender of a check in the amount of the
               purchase price to be paid for the Purchasable Shares or by the
               delivery of a promissory note as provided in paragraph "(f)"
               below (except in the case of a repurchase pursuant to paragraph
               (C)(iii) above, in which case the purchase price shall be paid in
               accordance with the terms thereof). The closing of such purchase
               shall take place at the Company's principal executive offices
               within ten days after the purchase price has been determined. At
               such closing, the Grantor shall deliver or shall cause to be
               delivered to the purchasers the certificates or instruments
               evidencing the Purchasable Shares being purchased, duly endorsed
               (or accompanied by duly executed stock powers) and otherwise in
               good form for delivery, against payment of the purchase price by
               check of the purchasers. In the event that, notwithstanding the
               foregoing, the Grantor shall have failed to obtain the release of
               any pledge or other encumbrance on any Purchasable Shares by or
               upon the scheduled closing date (at the option of the
               purchasers), the closing shall nevertheless occur on such
               scheduled closing date, with the cash purchase price being
               reduced to the extent of all unpaid indebtedness for which such
               Purchasable Shares are then pledged or encumbered. Upon tender by
               the Company of a check in the amount of the purchase price for
               the Purchasable Shares or a promissory note as provided in
               paragraph "(f)" below, (y) the shares of Common Stock comprising
               a portion of the Purchasable Shares, or the portion thereof so
               purchased, shall no longer be deemed to be outstanding, and (z)
               the Options comprising a portion of the Purchasable Shares, or
               the portion thereof so purchased, shall no longer be deemed to be
               outstanding and all of the Grantor's rights with respect to such
               Purchasable Shares shall terminate, with the exception


                                       10
<PAGE>


               of the right of the Grantor to receive the purchase price in
               exchange therefore pursuant to this paragraph "(d)".

         (e)   To assure the enforceability of the Company's rights under this
               Section 9, each certificate or instrument representing Common
               Stock or an Option held by an optionee shall bear a conspicuous
               legend in substantially the following form:

               THE SHARES [REPRESENTED BY THIS CERTIFICATE] [ISSUABLE PURSUANT
               TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE
               PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2003 STOCK OPTION
               PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO.
               A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE
               UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE
               OFFICES.

         (f)   Notwithstanding any provision to the contrary in paragraph "d"
               above, in the event that any payment by the Company of any
               portion of the purchase price (or any remaining portion thereof
               for any portion of the Purchasable Shares that the Company is
               obligated to purchase) is, at the time such payment would
               otherwise be due hereunder, prohibited by the terms of any of the
               Company's or any of its Subsidiaries' financing arrangements with
               their lenders to which the Company or any of its Subsidiaries is
               bound, the Company shall be entitled to complete the exercise of
               the Purchase Option by tendering to the Grantor (a) a check for
               that portion of the purchase price the payment of which is not so
               prohibited, and/or (b) a promissory note (a "Note") for the
               entirety or balance of the purchase price, as applicable. Each
               such Note shall (i) bear interest at the Prime Rate, (ii) provide
               for the payment of the principal evidenced thereby in annual
               installments commencing one (1) year after such termination in
               such amounts as are satisfactory to the Company's and its
               Subsidiaries' lenders, and (iii) be subordinated in right of
               payment to the Company's and its Subsidiaries' indebtedness to
               its lenders on terms satisfactory to such lenders.

               Notwithstanding anything to the contrary contained in this
               Agreement, the entire principal balance of the Note and any
               accrued and unpaid interest under the Note shall be due and
               payable upon: (i) the Sale of the Company or (ii) when the
               payment of such is no longer prohibited under the Company's
               financing agreements or indentures. Once all accrued but unpaid
               interest has been paid, the Company shall also periodically pay
               as much of the outstanding principal balance of the Note when the
               payment of such is no longer prohibited under the Company's
               financing agreements or indentures. While the Note will provide
               for annual payments, the Company shall test on a quarterly basis
               (using the Company's compliance certificates delivered under its
               financing agreements and indentures for the following periods:
               March 31, June 30, September 30, and December 31 of each year the
               Note is outstanding) to determine whether the Company will be
               permitted to make the interest and principal payments required by
               this paragraph. Each test shall be performed within ten (10) days
               of the


                                       11
<PAGE>


               availability of the financial data required. Once it has been
               determined that any payment of interest or principal is
               permitted, such payment(s) shall be made within ten (10) days of
               the completion of the test.

         (g)   If, after giving effect to the provisions of paragraph "f" above,
               the Company is prohibited by law from purchasing any Purchasable
               Shares which it is obligated or has elected to repurchase
               hereunder due to any existing or prospective impairment of its
               capital, the closing of such purchase shall be delayed until the
               first date on which the Company has sufficient capital to
               lawfully repurchase such Purchasable Shares (the "Delayed Closing
               Date"). In the event of any such delay, the Company will be
               obligated to pay, on the Delayed Closing Date, interest on the
               purchase price for such Purchasable Shares, at the Prime Rate
               from the date on which the closing of the purchase of such
               Purchasable Shares was originally scheduled to occur to the
               Delayed Closing Date.

         The Company's rights under this Section 9 shall terminate upon the
consummation of a Qualified Public Offering.

10.      ADJUSTMENT OF SHARES.

         Unless otherwise expressly provided in a particular Option, in the
event that, by reason of any merger, consolidation, combination, liquidation,
reorganization, recapitalization, stock dividend, stock split, split-up,
split-off, spin-off, combination of shares, exchange of shares or other like
change in capital structure of the Company other than a Recapitalization Event
(collectively, a "Reorganization"), the Common Stock is substituted, combined,
or changed into any cash, property, or other securities, or the shares of Common
Stock are changed into a greater or lesser number of shares of Common Stock, the
number and/or kind of shares and/or interests subject to an Option and the per
share price or value thereof shall be appropriately adjusted by the Committee to
give appropriate effect to such Reorganization, such that the Option shall
thereafter be exercisable for such securities, cash, and/or other property as
would have been received in respect of the Common Stock subject to the Option
had the Option been exercised in full immediately prior to such event. Any
fractional shares or interests resulting from such adjustment shall be
eliminated. Notwithstanding the foregoing, (i) each such adjustment with respect
to an Incentive Option shall comply with the rules of Section 424(a) of the
Code, and (ii) in no event shall any adjustment be made which would render any
Incentive Option granted hereunder to be other than an "incentive stock option"
for purposes of Section 422 of the Code.

         In the event the Company is not the surviving entity of a
Reorganization and, following such Reorganization, any optionee will hold
Options issued pursuant to this Plan which have not been exercised, cancelled,
or terminated in connection therewith, the Company shall cause such Options to
be assumed (or cancelled and replacement Options of equivalent value issued) by
the surviving entity or a Related Entity.

11.      ASSIGNMENT OR TRANSFER.

         (a)   Except as otherwise expressly provided in any Non-Qualified
               Option, no Option granted under the Plan or any rights or
               interests therein shall be assignable or transferable by an
               optionee except by will or the laws of descent and distribution,


                                       12
<PAGE>


               and during the lifetime of an optionee, Options granted to him or
               her hereunder shall be exercisable only by the optionee or, in
               the event that a legal representative has been appointed in
               connection with the Disability of an optionee, such legal
               representative. In the event of any permitted transfer of
               Options, the transferees thereof must agree in writing to be
               bound by the terms and provisions of this Plan and any applicable
               Option Agreement or Buy-Sell Agreement, as each may be amended
               from time to time.

         (b)   Except as otherwise expressly provided in any Company Agreement
               (as defined in Section 12) (which may provide for an absolute
               limitation on transferability), at least ninety (90) days prior
               to selling, pledging, hypothecating, transferring or otherwise
               disposing ("Transfer") of any shares of interest in Common Stock
               issued upon exercise of an Option (or any interest therein), the
               optionee proposing such Transfer shall deliver a written notice
               (the "Sale Notice") to the Company. The Sale Notice will disclose
               in reasonable detail the identity of the prospective
               transferee(s) and the terms and conditions of the proposed
               transfer. Such optionee (and such optionee's transferees) shall
               not consummate any such Transfer until ninety (90) days after the
               Sale Notice has been delivered to the Company, unless the Company
               has notified such optionee in writing that it will not exercise
               its rights under this Section 11(b) (the date of the first to
               occur of such events is referred to herein as the "Authorization
               Date"). The Company or its designee may elect to purchase all
               (but not less than all) of the shares of Common Stock to be
               Transferred at the same price and upon the same terms and
               conditions as those set forth in the Sale Notice ("Right of First
               Refusal") by delivering a written notice of such election to such
               optionee within thirty (30) days after the receipt of the Sale
               Notice by the Company (the "Election Notice"). If the Company or
               its designee has not elected to purchase all of the shares of
               Common Stock specified in the Sale Notice, such optionee may
               Transfer the shares of Common Stock to the prospective
               transferee(s) as specified in the Sale Notice, at a price and on
               terms no more favorable to the transferee(s) thereof than
               specified in the Sale Notice, during the 90-day period
               immediately following the Authorization Date and in the event of
               any such Transfer of shares the provisions of the Plan
               (including, without limitation, the provisions of this Section
               11) shall no longer apply to the shares thus transferred. Any
               shares of Common Stock not so transferred within such 90-day
               period must be reoffered to the Company in accordance with the
               provisions of this Section 11(b). The Right of First Refusal will
               not apply with respect to Transfers of such shares of Common
               Stock (i) by will or pursuant to applicable laws of descent and
               distribution or (ii) among the optionee's family group; provided
               that the restrictions contained in this Section 11(b) will
               continue to be applicable to the shares of Common Stock after any
               such Transfer and provided further that the transferees of such
               shares of Common Stock have agreed in writing to be bound by the
               terms and provisions of this Plan and the applicable Option
               Agreement as each may be amended from time to time. In addition,
               upon any transfer to a member of the optionee's family group
               (other than pursuant to clause (i) of the preceding sentence),
               the optionee shall be required to give notice to the Company and
               as a condition to such Transfer to a member of the optionee's
               family group, and the optionee will maintain all voting


                                       13
<PAGE>


               control over all of the shares of Common Stock. The optionee's
               "family group" means the optionee's spouse and lineal descendants
               (whether natural or adopted) and any trust solely for the benefit
               of the optionee and/or the optionee's spouse and/or lineal
               descendants. In addition, with the prior approval of the
               Committee, notwithstanding the provisions of this Section 11(b),
               an optionee may pledge such shares of Common Stock creating a
               security interest therein; provided, that the pledgee agrees in
               writing to be bound, and that such shares of Common Stock remain
               bound, by the terms and provisions of this Plan and any
               applicable Option Agreement or Buy-Sell Agreement, as each may be
               amended from time to time. The rights and obligations pursuant to
               this Section 11(b) hereof will terminate upon the consummation of
               a Qualified Public Offering.

         To assure the enforceability of the Company's rights under this Section
11(b), each certificate or instrument representing Common Stock or an Option
held by an optionee shall bear a conspicuous legend in substantially the
following form:

               THE SHARES [REPRESENTED BY THIS CERTIFICATE] [ISSUABLE PURSUANT
               TO THIS AGREEMENT] ARE SUBJECT TO A RIGHT OF FIRST REFUSAL
               PROVIDED UNDER THE COMPANY'S 2003 STOCK OPTION PLAN AND A STOCK
               OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH
               OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN
               REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.

12.      COMPANY AGREEMENTS.

         Notwithstanding anything herein to the contrary, as a condition to the
receipt of shares of Common Stock pursuant to an Option award under this Plan,
solely to the extent required by the Committee and at its sole discretion, the
optionee shall execute and deliver a Buy-Sell Agreement or other stockholder's
agreement or documentation which shall set forth certain restrictions on
transferability of the shares of Common Stock acquired upon exercise or
purchase, which may include a right of first refusal of the Company with respect
to shares, and such other terms as the Board or Committee shall from time to
time establish (the "Company Agreements"). Such Company Agreements shall apply
to the Common Stock acquired under the Plan and covered by Company Agreements.
The Company may require, as a condition of exercise, the optionee to become a
party to any other existing stockholder agreement.

13.      COMPLIANCE WITH SECURITIES LAWS.

         The Company shall not in any event be obligated to file any
registration statement under the Securities Act or any applicable state
securities law to permit exercise of any option or to issue any Common Stock in
violation of the Securities Act or any applicable state securities law. Each
optionee (or, in the event of his death or, in the event a legal representative
has been appointed in connection with his Disability, the Person exercising the
Option) shall, as a condition to his right to exercise any Option, deliver to
the Company an agreement or certificate containing such representations,
warranties and covenants as the Company may deem necessary


                                       14
<PAGE>


or appropriate to ensure that the issuance of shares of Common Stock pursuant to
such exercise is not required to be registered under the Securities Act or any
applicable state securities law.

         Certificates for shares of Common Stock, when issued, may have
substantially the following legend, or statements of other applicable
restrictions, endorsed thereon, and may not be immediately transferable:

               THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
               REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
               STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE,
               SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE
               HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER
               (WHICH, IN THE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION
               OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE,
               PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE
               FEDERAL OR STATE LAWS.

         This legend shall not be required for shares of Common Stock issued
pursuant to an effective registration statement under the Securities Act and in
accordance with applicable state securities laws.

         The Optionee hereby acknowledges and agrees that he or she has been
provided by the Company with a copy of the Plan and all other materials required
to be provided to the Optionee under Rule 701 of the Securities Act and waives
any further requirement on the part of the Company to provide the Optionee with
any additional information relating to an investment in the Company's
securities.

14.      WITHHOLDING TAXES.

         By acceptance of the Option, the optionee will be deemed to (i) agree
to reimburse the Company or Related Entity by which the optionee is employed for
any federal, state, or local taxes required by any government to be withheld or
otherwise deducted by such corporation in respect of the optionee's exercise of
all or a portion of the Option; (ii) authorize the Company or any Related Entity
by which the optionee is employed to withhold from any cash compensation paid to
the optionee or in the optionee's behalf, an amount sufficient to discharge any
federal, state, and local taxes imposed on the Company or the Related Entity by
which the optionee is employed, and which otherwise has not been reimbursed by
the optionee, in respect of the optionee's exercise of all or a portion of the
Option; and (iii) agree that the Company may, in its discretion, hold the stock
certificate to which the optionee is entitled upon exercise of the Option as
security for the payment of the aforementioned withholding tax liability, until
cash sufficient to pay that liability has been accumulated, and may, in its
discretion, effect such withholding by retaining shares issuable upon the
exercise of the Option having a Fair Market Value on the date of exercise which
is equal to the amount to be withheld.


                                       15
<PAGE>


15.      COSTS AND EXPENSES.

         The costs and expenses of administering the Plan shall be borne by the
Company and shall not be charged against any Option nor to any employee
receiving an Option.

16.      FUNDING OF PLAN.

         The Plan shall be unfunded. The Company shall not be required to make
any segregation of assets to assure the payment of any Option under the Plan.

17.      OTHER INCENTIVE PLANS.

         The adoption of the Plan does not preclude the adoption by appropriate
means of any other incentive plan for employees.

18.      EFFECT ON EMPLOYMENT.

         Nothing contained in the Plan or any agreement related hereto or
referred to herein shall affect, or be construed as affecting, the terms of
employment of any Key Employee except to the extent specifically provided herein
or therein. Nothing contained in the Plan or any agreement related hereto or
referred to herein shall impose, or be construed as imposing, an obligation on
(i) the Company or any Related Entity to continue the employment of any Key
Employee, and (ii) any Key Employee to remain in the employ of the Company or
any Related Entity.

19.      DEFINITIONS.

         In addition to the terms specifically defined elsewhere in the Plan, as
used in the Plan, the following terms shall have the respective meanings
indicated:

         (a)   "AFFILIATE" shall mean, as to any Person, a Person that directly,
               or indirectly through one or more intermediaries, controls, or is
               controlled by, or is under common control with, such Person.

         (b)   "AUTHORIZATION DATE" shall have the meaning set forth in Section
               11(b) hereof.

         (c)   "BOARD OF DIRECTORS" shall have the meaning set forth in Section
               2 hereof.

         (d)   "BUY-SELL AGREEMENT" shall, with respect to any Options issued to
               any optionee or any shares of Common Stock issued upon the
               exercise of such Options, mean any agreement entered into by and
               between the Company and such optionee in such form as the Board
               of Directors may prescribe setting forth certain restrictions
               upon the transfer of such Options or Common Stock.

         (e)   "CHANGE OF CONTROL" means the first to occur of: (i) any sale,
               lease, exchange or other transfer (in one transaction or series
               of related transactions) of all or substantially all of the
               assets of the Company (including capital stock or assets of
               operating subsidiaries) to any person or group of related persons
               for


                                       16
<PAGE>


               purposes of Section 13(d) of the Exchange Act, (a "Group") other
               than if any one or more of the Specified Holders have both the
               beneficial economic ownership of common equity securities and the
               power to vote or direct the voting of such securities having more
               than 50% of the ordinary voting power for the election of
               directors or managers of the transferee person or Group, (ii)
               prior to the consummation of an initial public offering, the
               consummation of any transaction or series of related transactions
               (including a merger or consolidation) the result of which is that
               any Person other than a Specified Holder or a combination of the
               Specified Holders beneficially owns (within the meaning of Rules
               13d-3 and 13d-5 of the Exchange Act) at least a majority of the
               total voting power of the outstanding voting stock of the Company
               or (iii) the sale or transfer by the Kenner Group of such amount
               of shares and/or interests in relation to the Company such that
               they lose, relinquish or forfeit their director and corporate
               governance rights under the LLC Agreement and/or the Stockholders
               Agreement. For purposes of a Change of Control, Specified Holders
               shall exclude Masco Corporation and its Affiliates.

         (f)   "CODE" shall have the meaning set forth in Section 1 hereof.

         (g)   "COMMITTEE" shall have the meaning set forth in Section 2 hereof.

         (h)   "COMMON STOCK" shall have the meaning set forth in Section 3
               hereof.

         (i)   "COMPANY" shall have the meaning set forth in Section 1 hereof.

         (j)   "COMPANY NON-RENEWAL" shall mean the non-renewal by the Company
               or any Related Entity of any employment agreement or service
               agreement between the Company or any Related Entity and any
               Optionee (under circumstances not involving Good Cause), provided
               that non-renewal will not be deemed to occur if the Company
               thereafter continues or offers to continue employment (whether or
               not pursuant to such employment agreement) such employment on
               terms and conditions that would not give rise to a Good Reason
               termination by Optionee.

         (k)   "DISABILITY" shall mean permanent disability as defined under the
               appropriate provisions of the long-term disability plan
               maintained for the benefit of employees of the Company or any
               Related Entity who are regularly employed on a salaried basis
               unless another meaning shall be agreed to in writing by the
               Committee and the optionee, or, to the extent defined
               differently, shall have the meaning set forth in any employment
               agreement between an optionee and the Company or any Related
               Entity with respect to such optionee; PROVIDED, HOWEVER, that in
               the case of an Incentive Option "disability" shall have the
               meaning specified in Section 22(e)(3) of the Code.

         (l)   "EBITDA" means, with respect to the most recently completed
               12-month period immediately preceding the applicable measuring
               date, earnings before interest, taxes, depreciation and
               amortization of the Company and all of its subsidiaries on a
               consolidated basis, but excluding any extraordinary gains or
               losses, special


                                       17
<PAGE>


               charges, any compensation expense attributable to the Company's
               equity securities, management fees paid to the Company's equity
               sponsor, any accounts receivable securitization expense, any
               transaction or merger-related costs that are expensed rather than
               capitalized including any effect of fair market value adjustments
               made pursuant to purchase accounting and any other non-cash
               items, and adjusted for all acquisitions and/or divestitures as
               if the transactions had occurred at the beginning of such
               12-month period.

         (m)   "ELECTION NOTICE" shall have the meaning set forth in Section
               11(b) hereof.

         (n)   "ELIGIBLE NON-EMPLOYEE" shall have the meaning set forth in
               Section 4 hereof.

         (o)   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
               amended.

         (p)   "FAIR MARKET VALUE" shall, as it relates to the Company's Common
               Stock, mean the average of the high and low prices of such Common
               Stock as reported on the principal national securities exchange
               on which the shares of Common Stock are then listed on the date
               specified herein, or if there were no sales on such date, on the
               next preceding day on which there were sales, or if such Common
               Stock is not listed on a national securities exchange, the last
               reported bid price in the over-the-counter market, or if such
               shares are not traded in the over-the counter market, "Fair
               Market Value" shall be computed as follows:

                              (A) by multiplying the Company's trailing 12-month
               EBITDA at such time by 7.3, and adding to the resulting product
               cash and cash equivalents of the Company (the


                              (B) by deducting from the Enterprise Value (a) all
               indebtedness of the Company (including, without limitation, any
               capitalized leases) for borrowed money and (b) the aggregate
               liquidation preference of any outstanding preferred stock of the
               Company (plus accrued but unpaid dividends thereon) at such time
               and reflected on the face of the Company's balance sheet.

         If, at any time, a dispute arises between the Company and the Optionee
regarding the determination of Fair Market Value, then such determination shall
be made, according to the methodology described above, by an independent
investment banking, accounting firm or independent appraiser of nationally
recognized standing or regional prominence mutually selected by the Company and
the Optionee.

         (q)   "GOOD CAUSE", with respect to any Key Employee, shall mean
               termination by action of the Board of Directors because of: (A)
               the optionee's conviction of, or plea of nolo contendere to, a
               felony or a crime involving moral turpitude; (B) the optionee's
               personal dishonesty, incompetence, willful misconduct, willful
               violation of any law, rule or regulation (other than minor
               traffic violations or similar offenses) or breach of fiduciary
               duty which involves personal profit; (C) the optionee's
               commission of material mismanagement in the conduct of his duties
               as assigned to him by the Board of Directors or the optionee's
               supervising


                                       18
<PAGE>


               officer or officers of the Company or any Related Entity; (D) the
               optionee's willful failure to execute or comply with the policies
               of the Company or any Related Entity or his stated duties as
               established by the Board of Directors or the optionee's
               supervising officer or officers of the Company or any Related
               Entity, or the optionee's intentional failure to perform the
               optionee's stated duties; or (E) substance abuse or addiction on
               the part of the optionee. "Good Cause", with respect to any
               Eligible Non-Employee, shall mean (unless another definition is
               agreed to in writing by the Company and the optionee) termination
               by action of the Board of Directors because of: (A) the
               optionee's conviction of, or plea of nolo contendere to, a felony
               or a crime involving moral turpitude; (B) the optionee's personal
               dishonesty, incompetence, willful misconduct, willful violation
               of any law, rule or regulation (other than minor traffic
               violations or similar offenses) or breach of fiduciary duty which
               involves personal profit; (C) the optionee's commission of
               material mismanagement in providing services to the Company or
               any Related Entity; (D) the optionee's willful failure to comply
               with the policies of the Company in providing services to the
               Company or any Related Entity, or the optionee's intentional
               failure to perform the services for which the optionee has been
               engaged; (E) substance abuse or addiction on the part of the
               optionee; or (F) the optionee's willfully making any material
               misrepresentation or willfully omitting to disclose any material
               fact to the board of directors of the Company or any Related
               Entity with respect to the business of the Company or any Related
               Entity. Notwithstanding the foregoing, in the case of any
               optionee who, at any time is subject to an employment agreement
               or service agreement with the Company or any Related Entity that
               contains a definition of "Good Cause," "For Cause Termination" or
               any similar definition, then during the term of such employment
               agreement or service agreement the definition contained in such
               employment agreement or service agreement shall be the applicable
               definition of "Good Cause" under the Plan as to such optionee.

         (r)   "GOOD REASON" means

               (i) any significant reduction, without the Optionee's consent, in
               the Stockholder's position, authority, duties or
               responsibilities;

               (ii) any failure by the Company to pay when due any compensation
               or benefits due and owing to the Optionee, other than any such
               failure not occurring in bad faith which is remedied by the
               Company promptly after receipt of written notice thereof given by
               the Optionee;

               (iii) any material breach by the Company of any material
               agreement between the Optionee and the Company, including but not
               limited to any employment agreement, other than any such breach
               not occurring in bad faith which is remedied by the Company
               promptly after receipt of written notice thereof given by the
               Optionee; or

               (iv) any material violation by the Company of any law or
               regulation governing employment as such law or regulation affects
               the Stockholder, other than any


                                       19
<PAGE>


               such violation not occurring in bad faith which is remedied by
               the Company promptly after receipt of written notice thereof
               given by the Optionee.

Notwithstanding the foregoing, in the case of any optionee who, at any time is
subject to an employment agreement or service agreement with the Company or any
Related Entity that contains a definition of "Good Reason " or any similar
definition, then during the term of such employment agreement the definition
contained in such employment agreement shall be the applicable definition of
"Good Reason" under the Plan as to such optionee.

         (s)   "GRANT DATE" means the date of grant of Options pursuant to an
               Option Agreement.

         (t)   "GRANTOR" has the meaning set forth in Section 9 hereof.

         (u)   "INCENTIVE OPTIONS" shall have the meaning set forth in Section 6
               hereof.

         (v)   The term "included" when used herein shall mean "including, but
               not limited to".

         (w)   "KENNER GROUP" means the entities and individuals identified in
               clauses (i), (iv), (v) and (vi) of the definition of "Specified
               Holders" below.

         (x)   "KEY EMPLOYEE" shall have the meaning set forth in Section 4
               hereof.

         (y)   "LEAD UNDERWRITER" means the lead or managing underwriter in
               connection with a Qualified Public Offering.

         (z)   LLC AGREEMENT" means the Amended and Restated Limited Liability
               Company Agreement, dated as of December 10, 2003, of ATR
               Acquisition, LLC, and may be amended, supplemented or otherwise
               modified from time to time in accordance with its terms.

         (aa)  "MARKET VALUE PER SHARE" means, with respect to any date, the
               quotient obtained by dividing (a) the Fair Market Value of the
               entire common equity of the Company (without premium for control
               or discounts for minority interests, restrictions on transfer or
               lack of voting rights), calculated as of such date, plus the
               aggregate consideration to be paid to the Company upon the
               exercise, conversion or exchange of all then outstanding and
               exercisable, convertible or exchangeable Common Stock
               equivalents, by (b) the sum of the number of shares of Common
               Stock then outstanding, plus the number of shares of Common Stock
               then issuable upon exercise, conversion or exchange of then
               outstanding and exercisable, convertible or exchangeable Common
               Stock equivalents.

         (bb)  "NON-QUALIFIED OPTIONS" shall have the meaning set forth in
               Section 6 hereof.

         (cc)  "OPTION AGREEMENT" shall, with respect to any particular Options
               issued to any optionee, mean any agreement entered into by and
               between the Company and


                                       20
<PAGE>


               such optionee in such form as the Committee may prescribe
               governing the issuance and setting forth the terms and conditions
               of such Options.

         (dd)  "OPTIONEE NON-RENEWAL" shall mean, upon the expiration of any
               employment agreement or service agreement between the Company or
               any Related Entity and any optionee, the non-renewal of such
               agreement by the optionee (under circumstances not involving Good
               Reason).

         (ee)  "OPTIONS" shall have the meaning set forth in Section 1 hereof.

         (ff)  "PERSON" shall have the meaning set forth in Section 4 hereof.

         (gg)  "PERMITTED HOLDERS" shall have the meaning set forth in the
               Buy-Sell Agreement.

         (hh)  "PLAN" shall have the meaning set forth in Section 1 hereof.

         (ii)  "PRIME RATE" shall mean, for any day, a rate per annum that is
               equal to the corporate base rate of interest as stated in The
               Wall Street Journal, changing when and as said corporate base
               rate changes.

         (jj)  "PURCHASABLE SHARES" shall have the meaning set forth in Section
               9 hereof.

         (kk)  "PURCHASE OPTION" shall have the meaning set forth in Section 9
               hereof.

         (ll)  "QPO LOCK-UPS" means the "lock-up" or similar agreements
               restricting resales by the Specified Holders entered into by them
               at the request of the Lead Underwriter in connection with a
               Qualified Public Offering.

         (mm)  "QUALIFIED PUBLIC OFFERING" means the consummation of an
               underwritten public offering of Common Stock or other capital
               stock of the Company that is listed for trading on the New York
               Stock Exchange or the NASDAQ National Market (or any successor
               exchange, market or organization thereto) resulting in gross
               proceeds of at least $100,000,000.

         (nn)  "RECAPITALIZATION EVENT" means any recapitalization,
               extraordinary distribution or dividend in respect of the Common
               Stock, Company repurchase, trade or exchange in respect of the
               Common Stock, or any similar transactions, in each case, which
               causes or results in case, cash equivalents and/or marketable
               securities being issued, distributed or transferred to the
               holders of all or substantially all of the Common Stock that
               represents 35% or more of the original investment by the
               Specified Holders.

         (oo)  "RELATED ENTITIES" shall have the meaning set forth in Section 1
               hereof.

         (pp)  "REORGANIZATION" shall have the meaning set forth in Section 10
               hereof.


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         (qq)  "RETIREMENT" shall mean the retirement of an optionee in
               accordance with the policies of the Company or any Related
               Entity.

         (rr)  "RIGHT OF FIRST REFUSAL" shall have the meaning set forth in
               Section 11(b) hereof.

         (ss)  "RULE 16B-3" shall mean Rule 16b-3 as amended, or other
               applicable rules, under Section 16(b) of the Exchange Act.

         (tt)  "SALE OF THE COMPANY" means in any one or a series of
               transactions, any (i) sale, lease, exchange or other transfer of
               all or substantially all of the assets of the Company (including
               the capital stock or assets of its operating subsidiaries) to any
               Person other than a Specified Holder or group of related Persons
               for purposes of Section 13(d) of the Exchange Act ("Group") other
               than a Group controlled by one or more of the Specified Holders,
               or (ii) sale or transfer of all of the shares of capital stock of
               the Company (including, without limitation, any merger,
               reorganization, consolidation, but excluding any merger effected
               exclusively for the purpose of changing the domicile of the
               Company) to any Person other than a Specified Holder or Group
               other than a Group controlled by one or more of the Specified
               Holders.

         (uu)  "SALE NOTICE" shall have the meaning set forth in Section 11.b
               hereof.

         (vv)  "SECURITIES ACT" shall mean the Securities Act of 1933, as
               amended.

         (ww)  "SPECIFIED HOLDERS" means (i) KAT Holdings, L.P. and any other
               investment partnership or entity managed or controlled by Kenner
               & Company, Inc. and/or its Affiliates, (ii) UBS Capital Americas
               II, LLC and/or its Affiliates, (iii) ML IBK Positions, Inc.
               and/or its Affiliates, (iv) any partners, members or investors
               (either directly or indirectly through any investment
               partnerships or entities) in the entities described in clauses
               (i), (ii) and (iii) above who are distributees of investments
               held by the entities described in clauses (i), (ii) and (iii)
               above, (v) any immediate family members or lineal descendents, or
               trusts or other entities for their benefit in respect of the
               Persons described in clauses (i), (ii), (iii) and (iv) above, and
               (vi) any Affiliates in respect of the Persons described in
               clauses (i), (ii), (iii) and (iv) above.

         (xx)  "STOCKHOLDERS AGREEMENT" means the Stockholders Agreement dated
               as of December 10, 2003, by and among the Company and the other
               signatories party thereto, as may be amended, supplemented or
               otherwise modified from time to time in accordance with its
               terms.

         (yy)  "SUBSIDIARY" shall mean, with respect to any Person, any other
               Person of which such first Person owns or has the power to vote,
               directly or indirectly, securities representing a majority of the
               votes ordinarily entitled to be cast for the election of
               directors or other governing Persons.

         (zz)  "TRANSFER" shall have the meaning set forth in Section 11.b
               hereof.


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20.      AMENDMENT OF PLAN.

         Subject to the provisions of the LLC Agreement and the provisions of
the Stockholders Agreement, the Board of Directors shall have the right to
amend, modify, suspend or terminate the Plan at any time; provided, that no
amendment shall be made which shall increase the total number of shares of the
Common Stock which may be issued and sold pursuant to Options granted under the
Plan or decrease the minimum Option exercise price in the case of an Incentive
Option, or modify the provisions of the Plan relating to eligibility with
respect to Incentive Options unless such amendment is made by or with the
approval of the stockholders of the Company. Subject to the Board of Directors
shall have the right to amend the Plan and the Options outstanding thereunder,
without the consent or joinder of any optionee or other Person, in such manner
as may be determined necessary or appropriate by the Board of Directors in order
to cause the Plan and the Options outstanding thereunder (i) to qualify as
"incentive stock options" within the meaning of Section 422 of the Code, (ii) to
comply with Rule 16b-3 (or any successor rule) under the Exchange Act (or any
successor law) and the regulations (including any temporary regulations)
promulgated thereunder, or (iii) to comply with Section 162(m) of the Code (or
any successor section) and the regulations (including any temporary regulations)
promulgated thereunder. Except as provided above, no amendment, modification,
suspension or termination of the Plan shall alter or impair any Options
previously granted under the Plan, without the consent of the holder thereof.

21.      EFFECTIVE DATE.

         The Plan shall become effective on the date of consummation of the
transactions contemplated in the Agreement and Plan of Merger dated October 27,
2003, by and among KAT Holdings, Inc., KAT Acquisition Corp., the former Atrium
Corporation and the stockholders of the former Atrium Corporation therein. The
Plan was approved by the Board of Directors of the Company and the Stockholders
of the Company on December 10, 2003.

22.      NOTICES AND OTHER COMMUNICATIONS.

         Any notice, demand, request or other communication given hereunder to
any party, shall be deemed to be sufficient if contained in a written instrument
delivered in person or duly sent by first class registered, certified or
overnight mail, postage prepaid, or telecopied with a confirmation copy by
regular, certified or overnight mail, addressed or telecopied, as the case may
be, (i) to the Optionee, at his or her residence address last filed with the
Company and (ii) if to the Company, Atrium Corporation, 1341 W. Mockingbird
Lane, Suite 1200W, Dallas, Texas 75247, Attn: General Counsel, with copies as
directed pursuant to the relevant Option Agreement (if any), or to such other
address, as the addressee may have designated by notice to the addressor. All
such notices, requests, demands and other communications shall be deemed to have
been received: (i) in the case of personal delivery, on the date of such
delivery; (ii) if mailed, three (3) days after being mailed as described above;
(iii) in the case of facsimile transmission, when confirmed by facsimile machine
report.


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23.      TERM OF THE PLAN.

         Options may be granted hereunder at any time in the period commencing
on the adoption of the Plan by the Board of Directors and ending immediately
prior to the tenth anniversary of the earlier of the adoption of the Plan by the
Board of Directors or approval of the Plan by the Company's stockholders.
Options granted prior to stockholder approval of the Plan are hereby expressly
conditioned upon such approval, and shall be void ab initio in the event the
stockholders of the Company shall fail to approve the Plan within twelve (12)
months of the Board of Director's approval of the Plan.

24.      GOVERNING LAW.

         The Plan and all Options and actions taken thereunder shall be
governed, interpreted and enforced in accordance with the laws of the State of
Delaware, without regard to the conflict of laws principles thereof.


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